Even if you don't get off on hermetically sealing comic books in Mylar bags, add this game to your list of show-off discs. Based on the Marvel series of the same name, Ultimate Spider-Man captures the look and feel of a living, breathing comic book. As in Activision's excellent Spider-Man 2, you'll swing through a vast virtual Manhattan and beat up baddies with fluidly animated attacks. But a villainous new twist lets you barrel down Broadway as archenemy Venom, feeding on pedestrians to satiate your parasitic suit. Fanboys' senses will tingle when familiar Marvel Universe faces show up throughout (can you say "snikt!"?), but it's the primo presentation that will make you wetter than an upside-down kiss.

The Godfather II, The Empire Strikes Back, X-Men Legends II. Sequels can be better than the originals. This game has the same emphasis on action that made X-fans feverish last year, but it's an evolutionary leap thanks to larger and more varied levels, an online co-op mode, and more playable mutants. The story's better, too, with the X-Men and the evil Brother-hood forging an uneasy alliance to topple the warlord Apocalypse. Also, a new option lets the game "level up" characters for you - great for anyone who just wants to whup ass. And I'll bet Bryan Singer wishes he'd created the cinematic cut-scenes.

Nemesis is being touted as a traditional fighting game filled with fan-favorites like Spidey and Wolverine. To decide who's top dog, they go toe-to-toe with each other and a bunch of Road Warrior rejects named the Imperfects. But to unlock the full lineup of fighters for the two-player "versus" mode, you first have to endure wave after wave of dopey no-names. Even then, each competitor has only a few moves, so beating the bejesus out of each other gets old fast. The moody setting and lighting effects look slick, but this game's strictly for the most faithful Marvel Zombies.